What changed in Nixxy, Inc.'s 10-K — 2024 vs 2025

ITEM 1. BUSINESS Overview Nixxy, Inc. (“Nixxy,” the “Company,” “we,” “us,” or “our”) is a Nevada corporation focused on building an artificial intelligence-enabled communications and data infrastructure platform that supports global telecommunications services and emerging transaction-enabled workflows. The Company operates a carrier-scale telecommunications network delivering wholesale voice and messaging services, enhanced by automation, data analytics, and AI-driven routing technologies.

In parallel, the Company is developing an integrated platform designed to support the convergence of communications and financial workflows across global markets. During the period from 2023 through 2025, the Company completed a strategic transformation from a recruitment and staffing services business into a communications and infrastructure technology company.

As of December 31, 2025, the Company has divested or separated substantially all legacy recruiting operations and is primarily engaged in telecommunications services, data infrastructure, and related platform initiatives. Our common stock trades on the Nasdaq Capital Market under the symbol “NIXX.” Strategic Transformation Historically, the Company operated recruitment marketplaces, staffing services, and career-related software platforms under the Recruiter.com brand.

Key milestones in our transformation include: · 2023 – Sale of staffing business · Q3 2024 – Sale of Recruiter.com website assets · December 30, 2025 – Completion of legacy recruiter business divestment Following the divestment of the remainder of our recruiter business, the Company no longer maintains majority ownership or control of the legacy recruitment marketplace business.

As a result of these actions, the Company has repositioned itself as a communications and data infrastructure platform with a focus on scalable telecommunications services and adjacent technology-driven opportunities.

Current Business Focus and Technology Strategy The Company is focused on building a revenue-backed, carrier-scale communications platform that leverages artificial intelligence and automation to scale global voice and messaging services, improve operating performance, and expand into adjacent infrastructure and transaction-enabled markets.

Our strategy is guided by a structured execution model: · Scale the engine – Grow high-volume communications infrastructure and recurring telecom revenue · Improve the mix – Enhance margins through AI-enabled routing, automation, and traffic optimization · Move up the stack – Expand into infrastructure, software, and communications-driven financial workflows 1 Management believes that global commerce is increasingly constrained by fragmentation between communications systems and financial transaction infrastructure, creating an opportunity for integrated platforms that connect messaging, identity, and payments into unified workflows.

Auralink Telecommunications Platform (NIXXY COMM™) Our core operating subsidiary provides a cloud-based telecommunications platform offering: · Wholesale voice termination · SMS routing and delivery · Optimized logic-based traffic flows · Real-time billing and settlement systems · Carrier interconnect services This platform serves as the Company’s primary revenue engine, supporting high-volume communications traffic across global carrier relationships.

The Company integrates optimized logic and automation into its operations to enhance scalability and efficiency, including: · Intelligent routing and quality-of-service governance · Automated billing, settlement, and revenue assurance · Fraud detection and anomaly monitoring · Margin optimization through traffic mix management These capabilities enable the Company to manage communications traffic at scale while improving delivery consistency and operational efficiency.

Telco + Fintech Convergence Strategy The Company is pursuing a strategy to extend its communications platform into transaction-enabled workflows, leveraging its global network infrastructure to support financial interactions embedded within communications channels.

This strategy is based on the premise that modern commerce increasingly relies on messaging for authentication, notifications, and customer engagement, while financial transactions often occur on separate, disconnected systems. Management believes that integrating these functions may improve efficiency, reduce friction, and enable new service capabilities across global markets.

The Company’s approach includes: · Enabling communications-driven transaction workflows, such as payment notifications, confirmations, and identity verification · Supporting cross-border messaging and financial interactions through global telecom infrastructure · Leveraging AI and automation to enhance compliance, routing, and workflow execution Execution of this strategy is supported by the Company’s infrastructure assets, software platforms, and strategic partnerships, including development collaboration with PayToMe.co.

PayToMe.co is a Silicon Valley–based AI-native financial technology platform enabling embedded payments and cross-border transaction workflows across global markets. 2 While the Company is actively developing these capabilities, commercialization timing, adoption, and financial impact remain subject to execution, market conditions, and regulatory considerations.

Platform Architecture and Infrastructure The Company’s platform is structured as a multi-layer architecture designed to support communications, data processing, and application-level workflows: Communications Layer (NIXXY COMM™) Provides global voice and messaging infrastructure, routing, and billing systems.

Infrastructure Layer (NIXXY CORE™) Includes edge computing and data infrastructure assets associated with Everythink Innovations Limited, designed to support: · Low-latency processing environments · AI inference and data processing · Communications-integrated workloads · Scalable compute and storage capabilities These assets are intended to enable real-time processing of communications and transaction-related data within controlled infrastructure environments.

Application and Workflow Layer Includes software platforms designed to convert communications into structured workflows, including: · AQUA AI software platform, supporting conversational engagement and automation across communications channels, will be the basis of the Company’s Agentic Ecommerce solutions. · Leadnova.ai, an AI-enabled application designed to integrate communications with data-driven business processes (currently in user acceptance testing with a targeted commercial beta planned for 2026, subject to execution) Transaction Enablement Layer Through strategic partnerships, including PayToMe.co, the Company is developing capabilities intended to support: · Messaging-based payment workflows (e.g., text-to-pay) · Transaction confirmations and financial notifications · Cross-border transaction messaging · Communications-driven financial interactions These capabilities are in planning and development and are intended to extend the Company’s communications platform into transaction-enabled ecosystems over time. 3 Technology Assets and Acquisitions During 2025, the Company acquired or licensed intellectual property supporting its transition toward AI-enabled telecommunications and infrastructure operations, including: · Telecommunications routing and billing systems · AI software infrastructure (including AQUA AI) · Edge data infrastructure assets (including Everythink) · Generative AI development assets These acquisitions were accounted for primarily as asset acquisitions under ASC 805.

Management believes these assets provide a foundation for expanding beyond telecommunications transport into higher-value infrastructure and software-driven services.

Growth Strategy and Commercial Expansion The Company’s growth strategy is focused on: · Scaling communications volume and network reach through carrier relationships and route expansion · Improving unit economics through automation, optimized logic routing, and traffic mix optimization · Expanding into higher-value services across infrastructure, software, and transaction-enabled workflows Recent commercial engagements, including services agreements with third parties, are intended to generate incremental revenue, improve operational performance, and reinforce the Company’s position as a trusted operator within the telecommunications ecosystem.

In addition, the Company is pursuing partnerships and development initiatives to support its expansion into communications-enabled financial workflows and cross-border transaction services. Industry Overview The global telecommunications services market was estimated by industry sources at approximately $1.98 trillion in 2024 and is projected to grow at a mid-single-digit compound annual rate through 2030.

Within this market, AI adoption and automation are expected to grow at a faster rate, driven by: · Increasing network complexity and data volumes · Demand for cost efficiency and automation · Fraud detection and security requirements · Real-time performance optimization The Company operates within the wholesale telecommunications and AI-enabled infrastructure segment and is expanding into adjacent markets at the intersection of communications and financial technology. 4 Competitive Landscape The Company competes with: · Global telecommunications carriers · Regional wholesale voice and messaging providers · Cloud communications platforms · Optimized logic routing, billing, and analytics providers · Emerging communications-enabled fintech platforms Competition is based on: · Pricing and cost efficiency · Route quality and delivery performance · Reliability and service levels · Technology capabilities and automation · Network reach and carrier relationships · Ability to integrate communications with broader workflows The Company’s competitive approach emphasizes automation, disciplined traffic optimization, infrastructure integration, and expansion into higher-value service layers.

Intellectual Property The Company’s business relies on a combination of: · Licensed software and infrastructure platforms · Proprietary algorithms and routing logic · Trade secrets and confidential information · Third-party technology and development agreements The Company uses contractual protections, including confidentiality and licensing agreements, to safeguard its intellectual property and commercial information.

Infrastructure initiatives include edge computing capacity and network assets associated with acquired technologies, including facilities in Vancouver and Fremont, intended to support resilient workloads and future platform expansion. Employees As of December 31, 2025, the Company employed two full time employees and a number of independent contractors. 5

If we cannot achieve sustained profitability or obtain additional financing, we may be required to curtail operations. We will need to raise additional funds in the near future in order to execute our business plan and these funds may not be available to us when we need them.

If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected. We require additional capital in the future in order to fund our growth strategy or to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances.

Our telecommunications operations require working capital to support carrier deposits, traffic volume, and settlement cycles. We may also determine to raise equity or debt financing for other reasons. For example, in order to further enhance business relationships with current or potential customers or partners, we may issue equity or equity-linked securities to such current or potential customers or partners.

In addition, because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. 6 If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.

On February 20, 2026, we received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that our consolidated closing bid price has been below $1.00 per share for 30 consecutive business days and that, therefore, we are not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on The Nasdaq Capital Market (the “Nasdaq Rule”).

The notice does not result in the immediate delisting of our common stock from The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have automatically been afforded a 180-calendar day grace period to regain compliance.

The continued listing standard will be met if the consolidated closing bid price of our common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period. If we are not in compliance by such date, we may be afforded a second 180-calendar day period to regain compliance.

To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement.

In addition, we would be required to notify Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If we do not regain compliance within the allotted 180-day compliance period and is not eligible for a second 180-day compliance period, our common stock would be subject to delisting unless it requested a hearing before an independent Nasdaq Hearings Panel.

A request for a hearing would stay any suspension or delisting action pending the hearing and any additional extension period granted by the Nasdaq Hearings Panel. If our common stock were to be delisted from Nasdaq, the liquidity of our common stock would be adversely affected, and the market price of our common stock could decrease.

There is no assurance that we will maintain its compliance with the Nasdaq Rule in the future. Our telecommunications line of business is highly sensitive to declining prices, which may adversely affect our revenues and margins.

The telecommunications industry is characterized by intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs. A reduction in our prices to compete with any other offers in the market will not always guarantee an increase in traffic, which may result in a reduction of revenue.

If these trends in pricing continue or accelerate, it could have a material adverse effect on the revenues generated by our telecommunications businesses and/or our gross margins. The continued growth of Over-The-Top calling and messaging services, such as WhatsApp, have adversely affected the use of traditional phone communications.

We expect this IP-based service, which offers voice communications for free to continue to increase, which may result in increased substitution on our service offerings. Additionally, our cost of revenue is significant and margins may fluctuate. Wholesale telecommunications is a low-margin industry subject to rapid pricing changes. Increases in carrier costs or pricing compression could materially impact profitability.

Our products face intense competitive challenges, including rapid technological changes and pricing pressure from competitors, which could adversely affect our business.

All of our product lines are subject to significant competition from existing and future competitors, market conditions and technological change, or a combination of them, and our sales revenues and gross margins may suffer protracted and serious declines with the result that we would likely incur protracted losses.

Further, the barriers to entry in several of our lines of business are not so significant that we may be facing competition from others who see significant opportunities to enter the market and undercut our prices with products that possess superior technological attributes at prices that offer our customers a better value.

In this instance, we could incur protracted and significant losses and people who acquire our common stock would suffer losses thereby. 7 From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share.

Competition and customer pressures may also restrict our ability to increase prices in response to commodity and other input cost increases. Our results of operations will suffer if profit margins decrease, as a result of a reduction in prices, increased input costs or other factors, and if we are unable to increase sales volumes to offset those profit margin decreases.

We may also need to increase spending on marketing, advertising and new product innovation to protect existing market share or increase market share. The success of our investments is subject to risks, including uncertainties about trade and consumer acceptance. As a result, our increased expenditures may not maintain or enhance market share and could result in lower profitability.

Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

Our results of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to: · general economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; · the budgetary constraints of our customers; seasonality; · the success of our strategic growth initiatives; · costs associated with the launching or integration of new or acquired businesses; · timing of new product introductions by us, our suppliers and our competitors; product and service mix, availability, utilization and pricing; · the mix, by state and country, of our revenues, personnel and assets; · movements in interest rates or tax rates; · changes in, and application of, accounting rules; · changes in the regulations applicable to us; · Litigation matters.

As a result of these factors, we may not succeed in our business, and we could go out of business. The termination of our carrier agreements or our inability to enter into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits.

We rely upon our carrier agreements to provide our telecommunications services to our customers. These carrier agreements are, in most cases for finite terms and, therefore, there can be no guarantee that these agreements will be renewed at all or on favorable terms to us. Our revenue depends on relationships with telecommunications carriers and interconnection agreements.

We rely on third-party carriers to originate and terminate traffic. Loss, modification, or unfavorable renegotiation of these agreements could materially reduce revenue.

Our ability to compete would be adversely affected if our carrier agreements were terminated or we were unable to enter into carrier agreements in the future to provide our telecommunications services to our customers, which could result in a reduction of our revenues and profits.

Our customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables. As a provider of international long-distance services, we depend upon sales of transmission and termination of traffic to other long-distance providers and the collection of receivables from these customers.

The wholesale telecommunications market continues to feature many smaller, less financially stable companies. If weakness in the telecommunications industry or the global economy reduces our ability to collect our accounts receivable from our major customers our profitability may be substantially reduced.

This concentration of revenue increases our exposure to non-payments and we may experience significant write-offs if any of our large customers fail to pay their outstanding balances, which could adversely affect our revenues and profitability. 8 We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

We intend to make acquisitions of complementary (including competitive) businesses, products and technologies. However, any future acquisitions may result in material transaction costs, increased interest and amortization expenses related to goodwill and other intangible assets, increased depreciation expenses and increased operating expenses, any of which could have an adverse effect on our operating results and financial position.

Acquisitions will require integration of acquired assets and management into our operations to realize economies of scale and control costs. Acquisitions may involve other risks, including diversion of management attention that would otherwise be available for ongoing internal development of our business and risks inherent in entering markets in which we have no or limited prior experience.

In connection with future acquisitions, we may make potentially dilutive issuances of equity securities. In addition, consummation of acquisitions may subject us to unanticipated business uncertainties, contingent liabilities or legal matters relating to those acquired businesses for which the sellers of the acquired businesses may not fully indemnify us.

ITEM 2. PROPERTIES The Company does not own any real property. The Company currently leases office space on a month-to-month basis at 1178 Broadway, 3rd Floor, New York, NY 10001, which serves as its principal business address. The Company primarily operates through a distributed and virtual workforce and does not maintain additional leased office facilities.

Management believes that its current arrangements are adequate for its present needs and that suitable additional space will be available on commercially reasonable terms should expansion require it.

ITEM 3. LEGAL PROCEEDINGS From time to time, the Company is involved in legal proceedings arising in the ordinary course of business. The Company evaluates all claims on a case-by-case basis and establishes accruals when a loss is probable and reasonably estimable. Except as described below, the Company is not currently a party to any material legal proceedings.

No additional accrual has been recorded in connection with this matter. 16 Pipl, Inc. On September 6, 2023, the Company was served with a civil lawsuit filed by Pipl, Inc. in the Superior Court of Connecticut alleging non-payment of services rendered between January 3, 2021, and December 7, 2022 in an amount exceeding $267 thousand plus interest and costs.

The Company has filed a counterclaim. The matter remains pending. At this time, the Company cannot reasonably estimate the outcome. Creditors Adjustment Bureau, Inc. On March 13, 2024, Creditors Adjustment Bureau, Inc. filed a complaint in the Superior Court of California alleging amounts due under assigned contracts totaling approximately $214 thousand plus interest and fees.

The Company is defending the action. The matter remains in preliminary stages, and the Company cannot estimate the potential loss, if any. HireTeammate, Inc.

Regal Nutra, LLC and Dauntless Media, LLC Arbitration In 2025, Regal Nutra, LLC and Dauntless Media, LLC initiated arbitration proceedings through JAMS in New York against Nixxy, Inc. and others, alleging breach of contract and fraud related to a series of business arrangements.

The Company has objected to jurisdiction, asserting it was not a party to the agreements at issue, has no relationship with the claimants, and did not agree to arbitration. The arbitration remains pending. The Company cannot estimate potential loss, if any. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 17 PART II

Given our historical operating losses, we do not currently have accumulated earnings or surplus from which dividends could be declared. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in such statements. 18 Overview During the year ended December 31, 2025, the Company continued to execute its strategic transformation into a communications and data infrastructure platform.

The Company’s operating focus is centered on scaling its telecommunications revenue base, improving operating efficiency through automation and AI-enabled routing, and expanding into higher-value infrastructure and software-driven applications. The Company’s telecommunications platform has experienced significant growth in traffic volumes and revenue run-rate, supported by expanded carrier relationships, improved routing performance, and increased operational scale.

Based on internal management estimates and prior disclosures, the Company’s telecommunications business has reached an annualized revenue run-rate of approximately $150 million to $180 million as of late 2025, although such run-rate may not be indicative of future results.

Revenue Growth and Communications Platform Scaling The Company’s revenue growth has been primarily driven by: · Expansion of wholesale voice and messaging traffic volumes · Increased number of carrier interconnect relationships · Improved routing performance and delivery consistency · Repeatable, transaction-based revenue streams tied to communications traffic Management believes that the Company’s communications platform represents a scalable and repeatable revenue engine, where incremental traffic can be added with limited proportional increases in operating overhead.

Revenue is largely usage-based and may fluctuate based on traffic volumes, routing decisions, customer demand, and market pricing conditions. Margin Expansion and Traffic Mix Optimization A core component of the Company’s strategy is the improvement of unit economics through a combination of traffic mix optimization and operational automation.

Key drivers of margin expansion include: · Traffic mix shift: Increasing the proportion of higher-margin messaging (SMS) traffic relative to lower-margin voice traffic over time · Optimized logic routing: Utilizing automation and data analytics to optimize route selection, improve quality of service, and enhance cost efficiency · Operational automation: Reducing manual intervention in routing, billing, and settlement workflows Management believes that these initiatives support a disciplined margin expansion framework, although realized margins may vary depending on market conditions, pricing dynamics, and traffic composition.

Operating Efficiency and Automation The Company has invested in AI-enabled systems designed to: · Monitor network performance and traffic flows · Detect anomalies and mitigate fraud risks · Automate routing and quality-of-service governance · Improve billing accuracy and settlement processes 19 These capabilities are intended to improve operating efficiency, reduce manual overhead, and enhance consistency across the Company’s telecommunications operations.

As the platform scales, management expects automation to play an increasing role in supporting operational leverage; however, the timing and extent of such benefits remain dependent on execution and market conditions.

Expansion into Infrastructure and Software In addition to its core telecommunications operations, the Company has made investments in infrastructure and software assets intended to support higher-value applications, including: · Edge data infrastructure associated with Everythink Innovations Limited · AI-enabled software platforms, including AQUA and Leadnova.ai · Platform components designed to support workflow automation and data processing These initiatives are intended to enable the Company to process communications and related data within controlled infrastructure environments and to support the development of software-based offerings over time.

Leadnova.ai is currently in user acceptance testing, with a targeted commercial beta planned for 2026, subject to execution. Telco + Fintech Convergence Initiatives The Company is pursuing opportunities at the intersection of telecommunications and financial technology, leveraging its communications infrastructure to support transaction-enabled workflows.

These initiatives include: · Messaging-based payment enablement (e.g., text-to-pay functionality) · Transaction notifications and confirmations · Identity verification and authentication workflows · Cross-border communications supporting financial interactions The Company is developing these capabilities in part through strategic partnerships, including collaboration with PayToMe, which provides development resources and fintech platform capabilities.

PayToMe.co is a Silicon Valley–based AI-native financial technology platform enabling embedded payments and cross-border transaction workflows across global markets. Management believes that integrating communications and transaction workflows may represent a significant long-term opportunity; however, these initiatives are in development, and their timing, adoption, and financial impact remain uncertain and subject to execution and regulatory considerations.

Liquidity and Capital Strategy The Company continues to evaluate capital allocation strategies to support: · Growth in telecommunications traffic volumes · Investment in infrastructure and platform development · Strategic partnerships and potential acquisitions 20 Management expects that continued revenue growth and operational improvements may support progress toward improved cash flow performance; however, the Company may require additional capital to execute its growth strategy.